AGREEMENT FOR THE SALE AND PURCHASE OF EQUITY INTEREST IN WEIHAI BLUE STAR TERRA PHOTOVOTAIC CO. LTD. Between TERRA SOLAR GLOBAL, INC. (“TRANSFEROR”) and SOLAR THIN FILMS, INC. (“TRANSFEREE”) Dated as of January 31, 2008
AGREEMENT
FOR THE SALE AND PURCHASE OF EQUITY INTEREST
IN
WEIHAI
BLUE STAR TERRA PHOTOVOTAIC CO. LTD.
Between
TERRA
SOLAR GLOBAL, INC. (“TRANSFEROR”)
and
SOLAR
THIN FILMS, INC. (“TRANSFEREE”)
Dated
as
of January 31, 2008
AGREEMENT
FOR THE SALE AND PURCHASE OF EQUITY INTEREST
IN
WEIHAI
BLUE STAR TERRA PHOTOVOTAIC CO. LTD.
Between
TERRA
SOLAR GLOBAL, INC. (“TRANSFEROR”)
and
SOLAR
THIN FILMS, INC. (“TRANSFEREE”)
This
Agreement for the Sale and Purchase of Equity Interest (together with all
exhibits and schedules hereto, this “Agreement”) dated as of this 31st
day of
January, 2008, is made by and between the following parties:
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(1)
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Terra
Solar Global, Inc., a company incorporated under the laws of the
State of
Delaware, U.S.A., with its principal place of business at 00 Xxxxxxxxxxx
Xxxxx, Xxx 000000, Xxx Xxxx, the State of New York (“Transferor”),
and
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(2)
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Solar
Thin Films, Inc., a company organized and existing under the laws
of the
Delaware, with its principal place of business at 00 Xxxxxxxx Xxxxxxxxx,
Xxx Xxxxx, Xxx Xxxx 00000 (“Transferee”).
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WHEREAS:
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(A)
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Weihai
Blue Star Terra Photovoltaic Co., Ltd. (the “Company”),
a Sino-foreign joint venture company organized under the laws of
the PRC
whose registered address is at 98 QingDao ZhongLu, Weihai Economic
and
Technology Development Zone, Weihai, Shandong, PRC, with registered
capital of ten million US Dollars (US $10,000,000), is engaged in
the
business of the production and sale of a-Si thin-film photovoltaic
modules.
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(B)
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Transferor
is the owner of a ten percent (10%) equity interest in the registered
capital of the Company.
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(C)
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The
Transferee wishes to purchase, and the Transferor wish to sell, the
ten
percent (10%) equity interest in the registered capital of the Company
(the “Sale
Equity”).
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1
NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, the Transferee and the Transferor hereby agree
as follows:
ARTICLE
1
PURCHASE
AND SALE
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1.1
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Purchase
and Sale of the Sale Equity.
Upon the terms and subject to the conditions of this Agreement, Transferee
shall purchase from Transferor, and Transferor shall sell to the
Transferee, of the Sale Equity (the “Transaction”)
which shall represent TEN PERCENT (10%) of the total equity of the
Company, free from all charges, liens, encumbrances and other third
party
claims and interests and together with all rights now or hereafter
attached to them, including any and all rights and benefits arising
from
or associated with such equity interests.
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1.2
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Consideration.
As
a consideration for the Sale Equity, Transferor shall be entitled
to
receive, subject to the provisions of this Agreement, a sum of ONE
MILLION
U.S. DOLLARS (U.S. $1,000,000) (the “Consideration”).
Transferee shall effect such payment by wire transfer to the Transferor
in
accordance with the wire instructions attached hereto as Exhibit
A.
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1.3
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Closing.
The closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place upon on or before January 31, 2008 or at such
place, date and time as the parties hereto may otherwise agree in
writing
subject to satisfaction of all Conditions to Closing as specified
in
Article 5. At the closing, Transferee shall pay to Transferor by
cashier’s
or certified check or wire transfer the Consideration in
cash.
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ARTICLE
2
REPRESENTATIONS
AND WARRANTIES OF THE TRANSFEREE
Transferee
hereby represents and warrants to the Transferor as follows, and each of which
is true as of the date hereof and shall be true as of the Closing Date with
the
same effect as if said representations and warranties had been made at and
as of
the Closing Date.
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2.1
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Existence.
Transferee is a company duly organized, validly existing and in good
standing under the laws of the State of
Delaware.
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2
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2.2
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Authorization.
Transferee has full corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
This
Agreement has been duly executed and delivered and is a valid and
binding
agreement of Transferee, enforceable in accordance with its terms
except
as (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in
effect relating to creditors’ rights and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may
be
subject to equitable defenses and to the discretion of the court
before
which any proceeding therefore may be
brought.
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| 2.3 |
No
Violation.
Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will violate any provisions
of the
articles and memorandum of association of Transferee or be in conflict
with, or constitute a default (or an event which, with notice or
lapse of
time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or cause
the
acceleration of the maturity of any debt or obligation pursuant to,
or
result in the creation or imposition of any Encumbrance upon any
property
or assets of Transferee, under any agreement or commitment to which
Transferee is a party or by which Transferee is bound, or violate
any
statute or law or any judgment, decree, order, regulation or rule
of any
court or governmental authority.
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2.4
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Brokers.
All negotiations relative to the Agreement and the transactions
contemplated hereby have been carried out by Transferee directly
with
Transferor without the intervention of any person on behalf of Transferee
in such a manner as to give rise to any valid claim by any person
against
Transferor for a finder’s fee, brokerage commission or similar
payment.
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ARTICLE
3
REPRESENTATIONS
AND WARRANTIES OF THE TRANSFEROR
Transferor
hereby represents and warrants to Transferee as set forth below, and each of
which is true as of the date hereof and shall be true as of the Closing Date
with the same effect as if said representations and warranties had been made
at
and as of the Closing:
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3.1
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Existence.
Transferor is a corporation duly organized, validly existing and
in good
standing under the laws of the State of Delaware.
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| 3.2 |
Authorization.
Transferor has full corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
This
Agreement has been duly executed and delivered and is a valid and
binding
agreement of Transferor, enforceable in accordance with its terms
except
as (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in
effect relating to creditors’ rights and (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may
be
subject to equitable defenses and to the discretion of the court
before
which any proceeding therefore may be
brought.
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3
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3.3
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No
Violation.
Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will violate any provisions
of the
articles and memorandum of association of Transferor or be in conflict
with, or constitute a default (or an event which, with notice or
lapse of
time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or cause
the
acceleration of the maturity of any debt or obligation pursuant to,
or
result in the creation or imposition of any encumbrance upon the
Sale
Equity, under any agreement or commitment to which Transferor is
a party
or by which Transferor is bound, or violate any statute or law or
any
judgment, decree, order, regulation or rule of any court or governmental
authority.
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3.4
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Compliance
with Law.
Transferor has complied and is in compliance with all federal and
state
law, regulations and orders applicable to the ownership and sale
of the
Sale Equity by Transferor (collectively, “Legal Requirements”) and has not
received any notice asserting or alleging any
noncompliance.
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3.5
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Contracts
and Agreements.
Transferor is not in default under any promissory note, indenture,
evidence of indebtedness, security therefore, contract, lease, commitment,
undertaking or other instrument whatsoever to which Transferor is
a party
or by which the Sale Equity is
bound.
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| 3.6 |
No
Litigation.
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(a)
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There
is no claim, suit, litigation, arbitral action, inquiry, proceeding,
or
investigation by or before any court or governmental or other legal
or
administrative agency or commission pending or threatened or anticipated
against, or involving, relating to, against or affecting the Sale
Equity.
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(b)
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Transferor
has not received any notice of any such claim, action, litigation,
proceeding or investigation.
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(c)
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To
the best knowledge of Transferor, there is no reasonable basis for
any
future claims, actions, litigations, proceedings or investigations
against
the Transferor in connection with the Sale
Equity.
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| 3.7 |
Title
to Sale Equity.
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| (a) |
Transferor
holds and owns beneficially all of the Sale Equity free and clear
of any
lien, security interest, pledge or encumbrance.
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(b)
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Transferor
has not made any commitment or legal obligation, absolute or contingent,
to any person other than Transferee to sell, assign, transfer or
effect a
sale of the Sale Equity, or to enter into any arrangement or cause
the
entering into of an arrangement with respect
thereto.
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4
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3.8
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Not
Subject to Options.
Sale
Equity is not subject to any option(s), warrant(s), voting trusts,
outstanding proxies, registration rights agreement(s), or other agreements
regarding voting rights.
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3.9
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Brokers.
All negotiations relative to the Agreement and the transactions
contemplated hereby have been carried out by Transferor directly
with
Transferee without the intervention of any person on behalf of Transferor
in such a manner as to give rise to any valid claim by any person
against
Transferee for a finder’s fee, brokerage commission or similar
payment.
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3.10
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Disclosure.
No
representation, warranty or statement made by Transferor in this
Agreement
or in the schedules or exhibits attached hereto furnished
by or on behalf of Transferor contain any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
contained herein or therein, in light of the circumstances in which
they
were made, not misleading.
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ARTICLE
4
PARTIES’
CONDUCT PENDING CLOSING
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4.1
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Best
Efforts.
Subject to the terms and conditions of this Agreement, Transferee
and
Transferor shall use their respective best efforts to take, or cause
to be
taken, all actions and to do, or cause to be done, all things necessary
under applicable law to consummate the Transaction contemplated by
this
Agreement.
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| 4.2 |
Regular
Course of Business.
From
the date hereof to the Closing Date, and except as otherwise expressly
consented to or approved by Transferee in writing, Transferor shall
take,
or refrain from taking, as the case may be, the following actions
or cause
the following to occur (or prevent the following from occurring,
as the
case may be):
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(a)
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Preserve
intact the Sale Equity, perform all of its obligations relating to
the
Sale Equity, and not enter into, extend, modify, terminate or renew
any of
agreements relating to the Sale
Equity;
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| (b) |
Not
permit or allow the Sale Equity to be subjected to any
encumbrance;
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| (c) | Not engage in any transaction or activity, or enter into any agreement or make any commitment or take any action, inconsistent with, or which would adversely affect its ability to perform any of its obligations under, this Agreement or the other Transferor Documents; |
| (d) | Not take nor omit to take nor permit to be taken any act or omission to act which may cause a breach of any material contract or commitment of Transferor affecting the Sale Equity, or which may cause the breach of any representation, warranty, or covenant made hereunder; and |
| (e) | Not agree, whether in writing or otherwise, to take any action prohibited by this Section. |
5
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4.3
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Notices
of Certain Events.
As soon as practicable upon the occurrence thereof, or as soon as
reasonably practicable after becoming aware thereof, Transferor shall
give
notice to Transferee of:
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(a)
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any
claim, suit, litigation, arbitral action, inquiry, proceeding or
investigation commenced or threatened against, involving, relating
to, or
affecting the Sale Equity; and
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(c)
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any
material inaccuracy (or any event which, if it had occurred prior
to the
date hereof, would have caused a material inaccuracy) in any
representation or warranty made in this Agreement by
Transferor.
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4.4
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Public
Announcement.
No party herein shall make any press release or other public announcement
with respect to this Agreement or the transaction contemplated hereby
without written approval of the other party provided however Transferee
is
permitted to file a Form 8-K Current Report with the Securities and
Exchange Commission disclosing the entering of the Agreement and
the
closing of the transaction contemplated
herein.
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ARTICLE
5
CONDITIONS
TO CLOSING
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5.1
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Conditions
to Transferee’s Obligation to Close.
At the Closing, each and every obligation of Transferee to consummate
the
transactions contemplated by this Agreement or to be performed on
or
before the Closing shall be subject to the satisfaction, on or before
the
Closing, of each of the following conditions, unless waived in writing
by
Transferee:
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(a)
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Execution
of this Agreement.
Execution and delivery by the parties to this
Agreement.
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(b)
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Transferor’s
Board Resolution.
Execution and delivery by Transferor of a certified copy of the
resolutions of the board of directors of Transferor authorizing the
execution, delivery, consummation and performance of this
Agreement.
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(c)
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Transferor’s
Stockholder Resolutions.
Execution and delivery by Transferor of a certified copy of the
resolutions adopted by Transferor’s stockholders authorizing the
execution, delivery, consummation and performance of this Agreement.
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(d)
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Company’s
Board Resolution.
Delivery by the Transferor of a certified copy of the resolutions
of all
of the board of directors of the Company authorizing the transfer
of the
Sale Equity.
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6
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(e)
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Company’s
Stockholder Resolutions.
Delivery by the Transferor of a certified copy of the resolutions
adopted
by Company’s stockholders authorizing the execution, delivery,
consummation and performance of this
Agreement.
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(f)
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No
Government Proceeding or Litigation.
No suit, action, investigation, inquiry or other proceeding by any
governmental body or other person or legal or administrative proceeding
shall have been instituted or threatened which questions the validity
or
legality of the transactions contemplated
hereby.
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(g)
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Representations
and Warranties True.
The representations and warranties of Transferor contained in Article
3
hereof shall be in all material respects true and accurate as of
the date
hereof and as of the Closing as though such representations and warranties
were made at and as of such date, except for changes expressly permitted
or contemplated by the terms of this
Agreement.
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(h)
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Due
Diligence.
Transferee shall have completed its due diligence investigation of
the
Transaction and shall be satisfied with the results thereof in its
sole
discretion.
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(i)
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Waiver
of the Right of the First Refusal. The
waiver of the right of the first refusal in relation to this transaction
as contemplated by this Agreement in the form of Exhibit B shall
have been
executed by Renewable Energy Solutions, Inc., Weihai Blue Star Glass
Group
Co., Ltd and Cameste Limited
Resources.
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5.2
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Conditions
to Transferor’s Obligation to Close.
At the Closing, each and every obligation of Transferor to consummate
the
transactions contemplated by this Agreement or to be performed on
or
before the Closing shall be subject to satisfaction, on or before
Closing,
of each of the following conditions, unless waived in writing by
Transferor:
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(a)
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Transferee’s
Board Resolutions.
Execution and delivery by Transferee of a certified copy of resolutions
of
the board of directors of the Transferee authorizing the execution,
delivery, consummation and performance of this
Agreement.
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(b)
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Representations
and Warranties True.
The representations and warranties of Transferee contained in Article 2
hereof shall be in all material respects true and accurate as of
the date
hereof and as of the Closing as though such representations and warranties
were made at and as of such date, except for changes expressly permitted
or contemplated by the terms of this
Agreement.
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7
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(c)
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Performance.
Transferee shall have performed and complied with all agreements,
obligations and conditions required by this Agreement to be performed
or
complied with by Transferee on or prior to the
Closing.
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ARTICLE
6
COVENANTS;
CONTINUING OBLIGATIONS
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6.1
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Governmental
Approval.
Transferor shall take all reasonable actions necessary to obtain
(and
shall cooperate with each other in obtaining):
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(a)
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investment
certificates representing the Sale Equity to Transferee.
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(b) a
certified copy of the Business License or other proof indicative of the Chinese
government’s approval of the Business License deemed acceptable by the
Transferee, which documents shall be provided.
| 6.2 |
Sales
Tax.
Transferor shall jointly prepare and file a sales tax return (if
required)
regarding the sale of the Sale Equity to Transferee hereunder.
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| 6.3 |
Contractual
Relations.
Notwithstanding the consummation of the transactions contemplated
herein
and the transfer of the Sale Equity to Transferee, at Transferee’s request
and at Transferee’s sole cost and expense, Transferor shall provide
Transferee reasonable assistance in its dealings with other contractual
parties of Transferor.
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| 6.4 |
Non-Disparagement.
Transferor and Transferee agree that they shall not, at any time,
make any
oral or written, public or private statements that are disparaging
of the
other or any of their respective subsidiaries, affiliates, successors
or
assigns, or any of their respective present or former officers, directors,
agents or employees. Nor shall any of them make any oral or written,
public or private statements that disparage or otherwise constitute
trade
libel of the other or any of their respective subsidiaries’, affiliates’,
successors’ or assigns’ products.
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6.5
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Specific
Enforcement.
If any party commits a breach or threatens to commit a breach of
any of
the provisions of Article 6, the breached party shall have the right
to
have the provisions of this Agreement specifically enforced by any
court
having jurisdiction, without being required to post bond or other
security
and without having to prove the inadequacy of any other available
remedies, it being acknowledged and agreed that any such breach will
cause
irreparable injury to the breached party and that money damages will
not
provide an adequate remedy to such party. In addition, the breached
party
may take all such other actions and remedies available to it at law
or in
equity and shall be entitled to such damages as it can show it has
sustained by reason of such breach.
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6.6
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Further
Assurances.
Transferor hereby agree to execute and deliver at any time and from
time
to time after the Closing, all such further documents, instruments
and
agreements and take such action as may be reasonably requested by
Transferee in order to more effectively transfer the Sale Equity
to
Transferee, or to effectuate and carry out the provisions of this
Agreement and the Transaction contemplated
hereby.
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8
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6.7
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Further
Action.
Each of the Parties shall (a) take all reasonable actions necessary
to
comply promptly with all legal and regulatory requirements which
may be
imposed on any of them with respect to the Transaction contemplated
by
this Agreement and will promptly cooperate with and furnish information
to
each other in connection with any such requirements imposed on any
of them
in connection with the Transaction contemplated hereby and (b) take
all
reasonable actions necessary to obtain (and shall cooperate with
each
other in obtaining) any consent, authorization, order or approval
of, or
any exemption by, any Governmental Authority or other public or private
third party, required to be obtained by any of the parties in connection
with the Transaction contemplated by this
Agreement.
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6.8
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Indemnification.
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(a)
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Transferor
agrees to indemnify, hold harmless, reimburse and defend Transferee,
the
Transferee’s officers, directors, agents, affiliates, control persons, and
principal shareholders, against
any claim, cost, expense, liability, obligation, loss or damage (including
reasonable legal fees) of any nature, incurred by or imposed upon
the
Subscriber or any such person which results, arises out of or is
based
upon (i) any material misrepresentation by Transferor or breach of
any
warranty by Transferor in this Agreement or in any Exhibits or Schedules
attached hereto, or other agreement delivered pursuant hereto; or
(ii)
after any applicable notice and/or cure periods, any breach or default
in
performance by the Transferor of any material covenant or undertaking
to
be performed by the Transferor hereunder, or any other agreement
entered
into by the Transferor and Transferee relating hereto.
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(b)
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Transferee
agrees to indemnify, hold harmless, reimburse and defend the Transferor
and each of the Transferor’s officers, directors, agents, affiliates,
control persons against any claim, cost, expense, liability, obligation,
loss or damage (including reasonable legal fees) of any nature, incurred
by or imposed upon the Transferor or any such person which results,
arises
out of or is based upon (i) any material misrepresentation by such
Transferee in this Agreement or in any Exhibits or Schedules attached
hereto, or other agreement delivered pursuant hereto; or (ii) after
any
applicable notice and/or cure periods, any breach or default in
performance by such Transferee of any covenant or undertaking to
be
performed by such Transferee hereunder, or any other agreement entered
into by the Transferor and Transferee, relating
hereto.
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9
ARTICLE
7
EFFECTIVE
DATE AND TERMINATION
| 7.1 |
Effective
Date.
This Agreement shall come into effect on the date of
execution.
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7.2
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Termination.
This Agreement may be terminated at any time prior to the Closing
in
accordance with the following
provisions:
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| (a) | By mutual written consent of the Transferee and the Transferor; |
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(b)
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By
either the Transferor or the Transferee if the Closing does not occur
on
or before February 15, 2008 after the date hereof (the “Termination
Date”);
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(c)
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Either
the Transferor or the Transferee shall be entitled to elect not to
complete the sale and purchase of the Sale Equity and, accordingly,
to
terminate this Agreement upon written notice to the other parties
hereto
if on or before the Closing Date:
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| (i) | there is a material breach of any covenant or obligation of the other party under this Agreement; or |
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(ii)
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any
action shall have been commenced or threatened by or before any
Governmental Authority or Non-governmental Authority against the
Transferor or the Transferee, seeking to restrain the Transaction
which,
in its reasonable, good faith determination, is likely to render
it
impossible or unlawful to consummate such transactions; provided,
however,
that the provisions of this Section 7.2 (c)(ii) may not be invoked
by a
party which has directly or indirectly solicited or encouraged such
Action.
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7.3
|
Procedure
Upon Termination.
In the event of termination and abandonment by Transferee or by Transferor
pursuant to the Section 6.2 hereof:
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(a)
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Written
notice thereof shall forthwith be given to the other party and the
transactions contemplated by this Agreement shall be terminated and
abandoned, without further action by the
parties;
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(b)
|
Each
party will redeliver all documents, work papers and other material
of any
other party relating to the transactions contemplated hereby, whether
so
obtained before or after the execution hereof, to the party furnishing
the
same;
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(c)
|
All
confidential information received by any party hereto with respect
to the
business of any other party or any of its subsidiaries or affiliates
shall
be treated in the strictest confidence;
and
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(d)
|
In
consideration for the time and expense that each party has expended
in the
due diligence and negotiation of this transaction, no party hereto
shall
have any liability or further obligation to any other party to this
Agreement except as stated above in this Section 7.3, and neither
party
shall make any claim, including any action for equitable relief or
specific performance, against the other party nor be liable for the
costs,
expenses or damages that may result to the
other.
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10
ARTICLE
8
WAIVER
Either
party to this Agreement may (a) extend the time for the performance of any
of
the obligations or other acts of the other party, (b) waive any inaccuracies
in
the representations and warranties of the other party contained herein or in
any
document delivered by the other party pursuant hereto or (c) waive compliance
with any of the terms or conditions of the other party contained therein. Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or
a
waiver of any other term or condition, of this Agreement.
ARTICLE
9 GENERAL
PROVISIONS
|
9.1
|
Representations.
Transferee has been advised to obtain independent counsel to evaluate
the
terms, conditions and covenants herein set forth and has been afforded
ample opportunity to obtain such independent advice and evaluation.
Transferee warrants to Transferor that Transferee has relied upon
such
independent counsel and not upon any representation (legal or otherwise),
statement or advice said or offered by the Transferor or Transferor’s
legal counsel, advisor, or agent in connection
herewith.
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9.2
|
Expenses.
All costs and expenses, including but not limited to, fees and
disbursements of counsel, financial advisors and accountants, incurred
in
connection with this Agreement and the Transaction shall be paid
by the
party incurring such costs and
expenses.
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9.3
|
Notices.
Notices and communications between the parties hereunder shall be
in
writing and shall be sent by personal delivery, prepaid registered
or
certified first class mail, prepaid air courier or facsimile to the
parties’ addresses set forth below. Any notice given by personal delivery,
registered or certified mail or air courier shall be deemed to have
been
received on the date of receipt; and any notice given by facsimile
shall
be deemed received after electronic answerback has been received
and
twenty-four (24) hours have elapsed at the place of the party receiving
such notice.
|
If
to the
Transferor:
Terra
Solar Global, Inc.
00
Xxxxxxxxxxx Xxxxx, Xxx 000000
Xxx
Xxxx,
Xxx Xxxx
Attn: Xx.
Xxxx
X. Xxx, CEO
Tel:
000.000.0000
Fax:
000.000.0000
11
If
to the
Transferee:
00
Xxxxxxxx Xxxxxxxxx
Xxx
Xxxxx, Xxx Xxxx 00000
Attn: Xx.
Xxxxx
Xxxxx, CEO
Tel: (000)
000-0000
Fax:
_____________________
|
9.4
|
Severability.
If any term or other provision of this Agreement is invalid, illegal
or
incapable of being enforced by any Law or public policy, all other
terms
and provisions of this Agreement shall nevertheless remain in full
force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse
to
any party. Upon such determination that any term or other provision
is
invalid, illegal or incapable of being enforced, the parties hereto
shall
negotiate in good faith to modify this Agreement so as to effect
the
original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated
as originally contemplated to the greatest extent
possible.
|
|
9.5
|
Amendment.
This Agreement may not be amended or modified except by an instrument
in
writing signed by, or on behalf of, the Transferor and the
Transferee.
|
|
9.6
|
Governing
Law.
This Agreement shall be governed by and construed in accordance with
the
laws of the State of Delaware, U.S.A.
|
|
9.7
|
Attorneys’
Fees.
Each party shall bear its own costs and attorneys’ fees incurred in the
disputes hereby resolved except as provided herein. If any party
hereto
shall bring an action against any other party hereto, or otherwise
seek to
enforce this Agreement, by reason of the breach of any covenant,
warranty,
representation or condition of this Agreement, or otherwise arising
out of
this Agreement, whether for declaratory or other relief, each party
shall
bear its own costs of suit and attorneys’
fees.
|
|
9.8
|
Assignment.
This Agreement may not be assigned to any third party, except affiliates
of the Transferee, by operation of Law or otherwise without the express
written consent of the Transferor and the
Transferee.
|
|
9.9
|
Entire
Agreement.
This Agreement constitutes the entire agreement of the parties hereto
with
respect to the subject matter hereof and supersedes all prior agreements
and undertakings, both written and oral, among the Transferor and
the
Transferee with respect to the subject matter hereof.
|
|
9.9
|
Headings.
The descriptive headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
|
12
|
9.10
|
Counterparts.
This Agreement may be executed in one or more counterparts, and by
the
different parties hereto in separate counterparts, each of which
when
executed shall be deemed to be an original but all of which taken
together
shall constitute one and the same
agreement.
|
|
9.11
|
Right
of Set-Off.
Notwithstanding anything in this Agreement to the contrary, neither
party
hereto shall have the right to set-off any payment obligation pursuant
to
this Agreement against any other payment to be made to the other
party or
any third party.
|
IN
WITNESS WHEREOF, the Transferor and the Transferee have caused this Agreement
for the Sale and Purchase of Equity Interest in Weihai Blue Star Terra Photovaic
Co. Ltd. to be executed by their duly authorized representatives as of the
date
first written above.
|
TRANSFEROR:
Terra Solar Global, Inc.
|
|
|
WITNESS:
|
By:
/s/ Xxxx Xxx
|
|
Name:
Xxxx Xxx
|
|
|
Title:
CEO
|
|
|
TRANSFEREE:
Solar Thin Films, Inc.
|
|
|
WITNESS:
|
By:
/s/ Xxxxxx X. Xxxxx
|
|
Name:
Xxxxxx X. Xxxxx
|
|
|
Title:
|
13
